May 19, 2022
Maria G. Worley, Esq.
With all of the legal service companies on the market, it can be hard to know when -or even if- you should retain a startup attorney. Listed below are some events that may warrant a lawyer’s advice. And then some tips on how to find the right attorney for your company.
Events that may call for a Startup Attorney
Forming a company - There is a lot to consider when deciding what type of company to form. A good decision could save you thousands of dollars in taxes annually and a bad one could ruin an investment deal.
IP Protection- It doesn’t matter if your startup sells software or soap, you need to protect your company’s intellectual property. Investors will require documents proving IP ownership during due diligence and you sue a manufacturer for stealing your soap formula if you didn’t own it in the first place.
Hiring - With the increase in remote work, companies may be subject to the employment laws of multiple states as well as the federal government. Additionally, the penalties for misclassifying an employee as an independent contractor are significant. Even if you're ok issuing equity without a lawyer's assistance, I'd still consult with an attorney prior to making any significant hire.
Industry Regulation - If your startup will operate in an industry that deals with any sort of regulation whether domestic or international, it is important to consult with an attorney. Especially if your idea or business deals with a heavily regulated industry such as energy, finance, cannabis, or pharmaceuticals.
Fundraising - If you plan to raise capital, start working with a lawyer as early as possible so you are prepared for due diligence. If this is your first raise, it is especially important to make sure you find a lawyer who is familiar with standard industry terms. A new accelerator recently promised my client 3 months of training - but no capital investment - for 40% of her company. I hope all of the founders who heard their pitch knew those terms were NOT standard.
Multiple Founders - If you have more than one founder, it's a good idea to execute a Founder's Agreement defining each founder's roles and responsibilities. It's also important to ensure that all founders have taken all of the steps to secure their ownership and minimize their personal tax liability.
So, What To Look For In A Startup Attorney?
Ideally, your startup lawyer will be an extended member of your team, who efficiently provides expert advice and legal services.
An Extended Member of Your Team
You don’t have to dread the call from legal. The law can be used to support your overall business strategy when you work with an attorney regularly. If you think of your legal counsel as an extended member of your team -rather than, someone you occasionally consult with-you’ll proactively and efficiently address legal challenges. For example, if you’re thinking of launching a new brand it’s much more efficient to ensure you’re not “stepping on anyone’s toes” prior to launch than defend against a trademark infringement lawsuit after.
Look for an attorney who provides efficient and practical solutions. Then keep them informed.
Unfortunately, there is still a lot of waste in the legal industry that results in higher client fees.
But there’s also a lot of rushed-to-market software that doesn’t do a whole lot. Try to find an attorney who has weeded through all of the “tools” and developed an efficient practice method. This should keep your costs low and your privacy secure.
A startup attorney has to have current knowledge of multiple areas of law including corporate and securities law; employment law; and contracts and transactions. They should be able to easily answer questions in these areas and provide you with clear, actionable advice.
Your attorney should take care of all the paperwork and deadlines that come along with running a startup, automatically. For example, Delaware franchise taxes must be paid by March 1st each year. If not, you incur additional penalties and fees. Ideally, your attorney will handle this with nothing required on your behalf but prior approval of the automation.
So where can you find your ideal attorney?
Ask around but remember to go outside of your normal networks- because companies with diverse workforces make more money Online entrepreneur communities like Hudl, IndieHackers and Luminary are a great resource for referrals.
Write up a brief job description. Even though your company isn’t looking to fill an in-house counsel role, there’s no reason you can’t post an ad describing what you’re looking for. The more detail you give about your company and what you’re looking for, the better.
And coming soon HeyCounsel.com – my friend, Brian, a former startup attorney, is on a mission to ensure founders can find “the right” lawyer. Pretty sure it’s going to be awesome.